�̲�ֱ��

�̲�ֱ�� (the Charity)

Terms of Reference
established in accordance with article 27 of the Articles of Association

AUDIT and FINANCE COMMITTEE 1 Overall responsibility and Purpose

1. 1.1 ��To take delegated responsibility on behalf of the Trustees of the Charity for overseeing the external audit process of the Charity, for reviewing the Charity’s annual budget, and for considering and giving advice on specific projects referred to the Committee by the Chief Executive.
2. 1.2 ��To monitor investments and reserves, and to coordinate where appropriate with the �̲�ֱ�� USA US Audit and Risk Committee and Finance Committee.

2 Authority

1. 2.1 ��The Committee is constituted as a sub-committee of the Charity’s Board of Trustees. Its constitution and terms of reference shall be as set out below, subject to amendment at future Trustee meetings. The Committee shall not have executive powers in addition to those delegated in these terms of reference.
2. 2.2 ��The Committee is authorised by the Trustees to investigate any activity within its terms of reference.

3 Composition, attendees, quorum and reporting

1. 3.1 ��The Committee will consist of not less than three members appointed by the Trustees, of whom at least one must be a Trustee.
2. 3.2 ��The current Committee members under these terms of reference are: John Deans (Chair), Mark Aedy, Paddy Beeley, Lucía Halpern and Barney White-Spunner, in addition to the Chair of the Board of Trustees as an ex-officio member of the Committee.
3. 3.3 ��Unless otherwise determined by the Board, the Chair of the Audit Committee shall be elected by the Committee from the members of the Committee.
4. 3.4 ��The Committee may, with the approval of the Trustees, appoint additional persons (who are not Trustees) with appropriate skills and expertise to the Committee.
5. 3.5 ��A quorum shall consist of two members of the Committee, of which one must be a Trustee.
6. 3.6 ��The Committee may meet and adjourn as it thinks proper, but not less than twice every twelve months: first to consider and approve the budget and secondly to consider and approve the Trustees’ annual report and financial statements, following which in both cases they will be

tabled at meetings of the Board for final approval in accordance with paragraphs 3.9 and 3.10 below.

7. 3.7 ��Any Trustee not being a member of the Committee may attend a meeting of the Committee, with the prior agreement of the Committee’s chair.
8. 3.8 ��The Committee may invite the external auditors to attend all or any Committee meetings, as appropriate.
9. 3.9 ��The Committee will report back regularly to the Trustees.
10. 3.10 ��The Committee shall provide minutes of all Committee meetings, together with recommendations where appropriate, for review at meetings of the Trustees and ensure that all acts and proceedings of the Committee are reported fully and promptly within the current cycle of the relevant Trustee meetings.
11. 3.11 ��No expenditure may be incurred on behalf of the Charity except in accordance with a budget previously agreed with the Trustees, or by using the Charity’s core reserves in exceptional cases and subject to Board approval.
12. 3.12 ��Subject to paragraph 3.11 above, the Committee is authorised to obtain appropriate external legal and other professional advice in order to fulfil its responsibility to the Trustees.
13. 3.13 ��The Committee is authorised to investigate on behalf of the Trustees anything that threatens or adversely affects the accomplishment of the Charity's aims and objectives, its assets, the reliability of all records and information, its compliance with all relevant laws, regulations, policies and its governing instruments, and the probity of its employees.

4 External audit duties

1. 4.1 ��To act, on behalf of the Trustees, as the primary liaison point for the external auditors.
2. 4.2 ��To discuss with the external auditors, before the audit begins, the nature and scope of the audit.
3. 4.3 ��To discuss with the external auditors any problems or reservations arising from the draft external audit report and draft management letter.
4. 4.4 ��To monitor the external audit review and advise the Trustees on the contents of the draft external audit report and of any management letter that the external auditors may wish to present to the Trustees, and to formulate for the Trustees any written representations that may be needed by the external auditors in connection with the Charity’s financial statements.
5. 4.5 ��To oversee preparation of the Trustees’ annual report and financial statements, and ensure that they are prepared in a timely manner to enable the Board to review and provide feedback as necessary.
6. 4.6 ��To make recommendations to the Trustees on the appointment, re-appointment and/or removal of an external auditor, and related fees as applicable.
7. 4.7 ��To make recommendations as to the appropriateness of carrying out a tender exercise for the appointment of an auditor, to be considered at least once every 5 years; to oversee any such exercise; and, based on the outcome, make a recommendation to the Trustees as to which firm should carry out the annual external audit of the Charity’s statutory accounts.

5 General

To review annually the Committee’s terms of reference and its own effectiveness and recommend any changes to the Trustees.

Approved by the Trustees: [Date]

Effective from: [Date]

��